SURVIVAL OF THE FITTEST - M&A intensifies the cut-throat competition in the European automotive aftermarket - Roland ...
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SURVIVAL OF THE FITTEST M&A intensifies the cut-throat competition in the European automotive aftermarket
About us Roland Berger, founded in 1967, is the only leading global consultancy of German heritage and European origin. With 2,400 employees working from 34 countries, we have successful operations in all major international markets. Our 50 offices are located in the key global business hubs. The consultancy is an independent partnership owned exclusively by 220 Partners. HSH Nordbank, the bank for entrepreneurs, represents people possessing foresight, passion and initiative. It has extensive expertise in the corporate client business – and focuses on the energy & infrastructure, trade & food and industry, service and healthcare sectors. The bank occupies a leading position in commercial real estate finance in Germany, is well established in the maritime industry and convinces businesses the world over with its know-how, level of service and commitment.
PREFACE The European automotive aftermarket is in the midst of profound structural change. Our series of studies analyzes the transformation this industry is going through and gets players thinking about how they can position themselves. We launched our inaugural publication in the series in April 2018: “Consolidation in the European automotive aftermarket” highlighted the full spectrum of trends shaping the industry today. Now these developments are consid- ered in detail in separate studies. This publication shines a light on mergers & acquisitions (M&A). There have been 65 deals in Europe since 2005, with the pace of M&A activity picking up sharply in 2016 and 2017 – both in numbers of transactions and in their volumes. Since the mega-players from the North American continent hit the European market in force, the process of consolidation has taken on a whole new dynamic. So how can industry players ride the consolidation wave and har- ness the disruption to evolve their business? How can organizations rapidly turn themselves into a single successful entity following an acquisition through smart management of their post merger integration? These are the questions many players are asking themselves. There are no simple answers. But analyses and outlines of possible strategies can help organiza- tions pick out their individual path to success through the changed competitive landscape. That is the goal of this second publication in our series. In it we describe which players and Photos: Roland Berger GmbH, HSH Nordbank AG what developments are driving the consolidation process in the European automotive after- market. The focus is on the independent aftermarket (IAM) in the passenger vehicles seg- ment, this being an area experiencing a huge amount of momentum right now. Specifically, we address the market shake-out that‘s happening as a result of both passive and active con- solidation, describe the international deals taking place and offer insight into the buyer uni- verse in the M&A market. On this basis we work out the critical points that industry players need to bear in mind and we outline the strategic options for the independent aftermarket. And readers may like to know that the next two publications in our series of studies are com- ing out in the autumn and winter of 2018, in which we will examine success factors from the customer perspective and shine a light on the tire trade. Cover photo: kiri/Adobe Stock Alexander Brenner Patrick Heinemann Jens Thiele Julian-Kaya Bagbasi, MBA Roland Berger Roland Berger HSH Nordbank HSH Nordbank 3
A SEA 1 CHANGE IN THE MARKET Competitor pressure is rising, digitalization is challenging tried and tested business models, online trading is cutting the ground out from under the feet of traditional revenue channels. And the automotive aftermarket is undergoing a process of consolidation that is changing the face of the market forever.
A sea change in the market The European automotive aftermarket is still growing Czech Republic, Hungary and Slovakia increased by despite all the disruption it currently faces: The market 23% between 2010 and 2016. In Poland, almost 40% of volume is forecast to increase by 1–2% every year through cars are more than ten years old; in the Czech Republic 2025. Already, the competitive landscape in Europe‘s it‘s around 60%. Added to that is the fact that there are automotive aftermarket is characterized by the big, far fewer OEMs present in these countries and that the internationally operating parts wholesalers. Companies variety of badges on the market is smaller – which with annual revenues in excess of EUR 1 billion are reduces the level of complexity in the aftermarket. experiencing stable growth and boast the highest EBITDA margins. On this measure of profitability, the The independent aftermarket in benchmark for large players (above EUR 400 million in Eastern Europe: fast growing revenues, annual revenues) is a 4–5% margin; for the smaller relatively low profitability players (below EUR 100 million in annual revenues) the margin is 2–3%. Against this backdrop, revenue growth among Eastern The big players can grow their revenues above the European auto parts distributors is higher than for their industry average and tend to have higher EBITDA peers in Western Europe, although EBITDA margins are margins predominantly as a result of their larger lower. Reasons for the lower profitability lie mainly in purchasing and revenue volumes. Membership of the fact that customers are more price sensitive and purchasing networks allows the mid-size players to have a relatively comprehensive range of no-name and benefit from similarly favorable procurement terms, private label parts to choose from. In these markets, though not on the same scale as the big industry players. remanufacturing also plays a greater role than in Another advantage the industry behemoths have is their Western Europe. pan-European presence, which puts them in a position In spite of the somewhat lower levels of profitability, the to profit from the growth in different European sales markets of Eastern Europe are firmly on the radar submarkets and to balance out the opportunities and of Western European industry players in the context of risks of their pan-European expansion. their expansion plans. That said, these plans are not Other strengths of the large distributors of aftermarket easy to realize because both domestic players – like Inter spare parts for passenger cars include effective Cars in Poland or Unix Auto in Hungary – and the warehouse and logistics management. Their dense subsidiaries of pan-European players are already active network across most European countries – with not there. These local heroes are firmly established on the more than 30 kilometers separating locations in most markets and use their first-mover advantage to good cases – enables them to keep repair shops well supplied effect, exploiting their knowledge of the vehicles in their with up to eight deliveries a day. This makes it easy for markets, for example, as well as their relationships with them to meet customers‘ rising expectations in respect repair shops. of service, a challenge that the smaller and mid-size players also face. They, too, need to turn their attention to optimizing their warehouse and logistics processes. Europe‘s automotive aftermarket exhibits certain differences between east and west. Eastern Europe is a growth market for the IAM. The development of the car parc and the age of vehicles there make this an obvious conclusion to draw. The number of cars in Poland, the 5
EUROPE: 2 AN M&A HOTSPOT The consolidation wave has hit the European aftermarket – with a marked rise in deal numbers observed recently. But the brisk M&A activity is poised to transform Europe‘s market structure to the benefit of the big players.
Europe: an M&A hotspot Europe‘s automotive aftermarket is still highly fragmen- the United Kingdom is similar to that in their home ted, the three leading players together accounting for market. And there is no language barrier. This makes around 15% of the market. By contrast, the consolida- the UK the ideal starting point for IAM players from the tion process in the US is already well advanced, with the US and Canada seeking to drive their expansion into top 3 players boasting a combined market share of al- Central Europe and the big markets of France, Germany most 50%. and the Benelux states. One reason for the European market‘s fragmentation That‘s not to say that parts traders located in those lies in its great diversity: Not only do the car parcs in the countries aren‘t attractive takeover candidates in them- individual nations vary considerably in terms of vehicle selves. The acquisition of major Central European play- age and price segment, but the needs and expectations ers has often been pursued in the interests of exploiting of repair shops and their customers are often com- their network to expand into markets further east. pletely different as well. Warranty arrangements are also poles apart with respect to the norms and customs in the various international markets. And then there is the wider spectrum of badges present within Europe, which serves to make supplying parts in the aftermarket a rela- tively complicated business. Mega-deals on the up: the big players are going shopping In defiance of these underlying circumstances, the con- solidation wave does appear to have hit the European automotive aftermarket now, with M&A activity on the rise for the past several years → A. There were 65 deals in the 2005–2017 period.1 The number of transactions is striking, but so is a new quality they display: a consis- tent rise in mega-deals involving big players. These in- dustry heavyweights can often be found buying up smaller players. But there have also been takeovers bet- ween the big players themselves Viewed on a country-by-country basis, the following pic- ture of M&A activity in the European automotive after- market emerges: The UK is a hotspot with 14 deals, alongside Germany and the Netherlands with 12 deals each → B. There are several explanations for this focus of takeover activity: For one thing, the UK and Germany are attractive markets per se with a car parc of 30.8 and 1 Within these 65 transactions, there are 50 complete takeovers, seven majority 45.8 million vehicles, respectively. And for another, the shareholdings, one 50/50 shareholding, four minority shareholdings and three deals that cannot be cleanly allocated to any one of those categories. The UK is the ideal anchor point for North American players number of transactions is actually likely to be higher because smaller deals wanting to expand into Europe. The buyer structure in often do not turn up in the statistics or they may be silent interests. 7
A Deals per year in Europe, 2005–2017 Mergers and acquisitions in the European IAM have seen a noticeable rise over the past several years. More and more mega-deals are also being struck. Deals per year 15 15 14 13 13 12 11 10 9 9 8 7 7 6 6 5 5 4 3 2 2 2 2 1 1 1 1 1 0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Source: Mergermarket, Roland Berger, HSH Nordbank
B Deals per country in Europe since 2005 The UK, Germany and the Netherlands are M&A hotspots. The UK is an especially popular choice for North American players as an entry path into the European market. 2 Sweden 1 Estonia 14 UK 12 Netherlands 2 Ireland 12 Germany Belgium 5 1 Czech Republic 5 France 2 Austria 1 Romania 5 Italy 1 Spain Source: Mergermarket, Roland Berger, HSH Nordbank
DEALS 3 WITHOUT BORDERS Mergers and acquisitions across borders in the Europeanautomotive aftermarket are on the rise: 39 of the 65 M&A transactions recorded since 2005 are classed as cross-border deals. North American companies have been particularly active.
Deals without borders As Figure C illustrates, there were far more cross-border the automotive aftermarket. Indeed, the Stahlgruber deals in 2016 and 2017 than in the years before → C. In deal, valued at around EUR 1.5 billion, gives the US firm this recent M&A activity within the European IAM, and more than just substantial clout in the German market. especially in the big deals, a key role has been played by Stahlgruber, a company with a long tradition, having the American and Canadian firms who have long been been founded in Poing near Munich in 1923, also comes hungry for growth potential in Europe and aggressively with over 100,000 business customers and subsidiaries seeking inroads: Twenty of the 39 cross-border acquisi- in Germany, Eastern Europe, Italy and Switzerland. tions put the targets into the hands of companies These subsidiaries are an excellent fit for LKQ headquartered on the other side of the Atlantic. Corporation‘s expansion strategy targeting a pan- The prime example of an aggressive expansion strategy European presence. LKQ‘s CEO Dominick Zarcone is being used to gradually build up a wall-to-wall presence quoted as saying in a press release, “We are very excited across the “old continent” from an anchor point in the to bring Stahlgruber into the LKQ family. This UK is that of LKQ Corporation. Headquartered in Chicago, transaction demonstrates our ongoing commitment to this American firm was founded in 1998 and has expand our European footprint. (…) We believe that experienced rapid growth through acquisition. A stock Stahlgruber‘s leading market position in Germany, corporation with annual revenues of USD 9.74 billion unparalleled distribution network and unique value (2017), the company is active in North America, Taiwan proposition will play a pivotal role in our efforts to grow and Europe with different subsidiaries operating in the LKQ‘s business in Europe.” various markets. Fully consistent with this vision, the US auto parts multinational is also putting its feelers out into Northern Global players build up a pan-European Europe, purchasing a 26.5% stake in Mekonomen Group presence in the IAM in 2016. Mekonomen has its head office in Stockholm and serves the Scandinavian IAM with its three brands The spark that ignited the expansion of the company‘s MELA, Mekonomen and BilXtra, operating 340 sub- European business was the 2011 acquisition of Euro Car sidiaries with more than 2,100 affiliated repair shops. Parts Limited, the UK‘s leading supplier of car parts The company has a 15% share of the Swedish market and with more than 200 subsidiaries. In 2016 LKQ then 25% of the Norwegian. The 26.5% stake LKQ holds makes bought Belgium‘s Sator Holding, whose 15 subsidiaries the company Mekonomen Group‘s biggest shareholder. and some 2,700 employees serve customers across the Canadian auto parts distributor Uni-Select, founded in Netherlands, Belgium and Luxembourg. The next stop 1968, also chose the UK as its entry path into the on their European shopping spree was Italy in 2016, European market, having previously been active across when LKQ acquired Rhiag Holding from private equity Canada and the United States. The company, domiciled company Apax Partners for about EUR 1 billion. A parts in the Province of Quebec and posting annual revenues distributor from Lombardy, Rhiag serves the Italian, of CAD 1.7 billion in 2017, spent USD 265 million on Spanish and Swiss markets as well as many in Eastern acquiring The Parts Alliance, the UK‘s second-largest car and Southeastern Europe (Czech Republic, Slovakia, parts supplier with a market share of 7%. “We are Hungary, Poland, Romania, Bulgaria and Ukraine). excited to establish a third growth pillar in the large UK LKQ hit the headlines in the German business press in parts aftermarket that is expected to be immediately December 2017 when their acquisition of Stahlgruber accretive in a market with great upside potential from became public. Once anti-trust approval was granted, future consolidation opportunities,” said Henry Buckley, LKQ was able to cement its position as a global player in CEO of Uni-Select, on completion of the deal. 11
C Cross-border deals and their development in Europe Especially the bigger players find it increasingly important to be present in as many European markets as possible. Regional targets are the focus of their expansion plans. The targets are still in the West Bidder Bidder & target Cross-border deals Cross-border 2006 1 2007 1 2008 1 2009 0 2010 2 2011 1 2012 1 2013 6 2014 3 2015 4 2016 10 2017 9 Source: Mergermarket, Roland Berger, HSH Nordbank
Deals without borders The Genuine Parts Company is another US heavyweight to be involved in a transatlantic mega-deal recently: In spite of their good Based in Atlanta, the company (posting 2017 revenues of USD 16.3 billion) bought Alliance Automotive Group positioning on their (AAG) from financial investor Blackstone in 2017 in a deal estimated to be worth USD 2 billion. AAG is one of home markets, many Europe‘s leading providers of car parts, tools and repair shop fit-outs in Europe. European industry The diversity and fragmentation of Europe‘s economies is an unfamiliar challenge for North American parts players are feeling distributors, their home markets of the United States and Canada being two nation states. Europe, on the rattled by the sustained other hand, consists of almost 50 nations, 28 of which are Member States of the European Union. There is no campaign from North such thing as a European market because the individual countries differ, sometimes markedly, in their buyer America. So they are preferences, trading practices, income levels, demo- graphic structures and tax systems. seeking ways to scale These differences make it difficult, if not impossible, for North American parts multinationals to implement a their business model. uniform distribution concept across Europe. The business models can‘t just be scaled with a one-size-fits- all approach and imposed on all European locations. Which means that North American players will continue buying up regional IAM players as they pursue their pan- European expansion into the future. However, it‘s not only the new transatlantic players that are behind the brisk M&A activity in Europe. Asian players are in the game as well. As part of its long-term “VISION 2020” plan, in 2017 Sumitomo Rubber Industries acquired Micheldever in the UK. Established local auto parts suppliers are also contributing to it. Given the sustained campaign coming from North America, they too are seeking ways to scale their business model because, notwithstanding the significant scale and good position enjoyed in their home markets, many European industry players are feeling rattled. 13
TO DRIVE 4 OR BE DRIVEN The consolidation wave is rolling in and the process is set to go on for years in the automotive aftermarket. There are two possible ways in which companies will get through this phase of disruption: they can be in the driving seat or they can be a passenger.
To drive or be driven Those who end up driving the market transformation are active players who grasp the changes as an opportunity to Regional strength and evolve their own business. We analyzed which strategies and scenarios are open to auto parts and accessories customer proximity distributors, differentiated by company size. Consolidation always goes hand in hand with a market alone are no longer shake-out: Suppliers disappear from the market as they are bought up by rival firms, go out of business, or fail to enough to hold a find a successor to take over the reins. Management succession is a particular problem in Germany, where position on the market the independent aftermarket is largely made up of owner-operated companies. long term. With these The three scenarios – becoming a takeover target, going bust, and giving up the business owing to having no one as their only positives, to take on the management – all have one thing in common: These companies are not in the driving seat of small players cannot the disruption shaping the sector. Instead they are being buffeted around by the winds of change whirling make up for their size through their industry. Under the intensified competition now present in the disadvantage. IAM, small players, those with annual revenues below EUR 100 million, can be considered a particularly endangered species or may even be a dying breed. Regional strength and customer proximity alone are no longer enough to hold a position on the market long term. With these as their only positives, small players cannot make up for their size disadvantage. Such structural handicaps are often accompanied by homemade problems, such as issues with integrating particular trouble: 105 filed for insolvency protection new IT and product management systems. that year, one-third up on 2016. The insolvency trend in the vehicle repair trade in Passive consolidation: insolvent companies general and in auto parts distribution in particular is as takeover candidates thus the exact opposite of the trend in the economy as a whole, where the number of insolvent companies has The disruption sweeping through the German been falling consistently in recent years. Recording automotive aftermarket is making itself felt in the 20,093 cases in 2017, the insolvency statistics reached insolvency statistics: The Federal Statistical Office their lowest point since 1999. recorded 638 insolvencies in the vehicle repair trade in In the context of the industry‘s consolidation, the rise in 2017, 9% more than the year before. A look at the insolvencies is both a consequence and a driver of the individual segments of the automotive industry shows self-reinforcing consolidation process. The more players that distributors of car parts and accessories are in that get forced out of the market, the greater the influence 15
of the remaining players and the more competitive the market. Active players reshape the market pressure is exerted on the smaller companies. constellation to their advantage. Their strategic goal is Troubled businesses often become takeover candidates. to use M&A activity to increase their dominance and To cite just one example, February 1, 2017 saw insolvency attain critical scale. This is why the present wave of proceedings opened in respect of Karl Rücker Kfz-Teile consolidation is predominantly driven by efforts to GmbH and Co. KG. The family business, founded in achieve economies of scale. Another key theme is Heilbronn in 1933, operates on an exclusively regional international expansion through inorganic growth as basis. Stahlgruber now wants to take over and operate companies strive to establish their business in foreign the company‘s three sales subsidiaries in Crailsheim, markets and build up a multinational presence on the Eppingen and Schwäbisch Hall. basis of acquisitions. IAM players expect acquisitions Insolvency does not always lead to a takeover – and mergers to enable them to develop new regions and sometimes it ends with the business being wound up. exploit economies of scale. These would include savings Essen-based Hengstenberg Group is an example of in parts procurement and optimized logistics and an SME that couldn‘t handle the transformation of warehousing costs. Economies of scale can reach the automotive aftermarket. Founded back in 1930, considerable dimensions in the automotive aftermarket. the auto parts supplier – in the third generation of Savings of between 10 and 20% are possible in the family ownership and employing almost 200 people – procurement of original parts and the cost of private went into self-administered insolvency in July 2017. label parts can be cut by 5–10%. Hengstenberg later filed for regular insolvency pro tection. In May 2018 the company‘s assets – from A balance of feeder business to forklifts to warehouse shelving to snow shovels – were end customer business is important sold off by online auction. Even parts and accessories distributors playing in the Part of what distributors are looking for from higher revenue leagues can become restructuring cases. acquisitions are benefits to their feeder business, a term Forstinger, Austria‘s biggest homegrown auto that refers to the supply of smaller, locally operating accessories chain, filed for compulsory restructuring at parts distributors. The big industry players make the end of January 2018 on the grounds of negative between 15 and 30% of their total profit with their feeder equity and illiquidity. As 2017 turned into 2018, business. A parts distributor with EUR 1.5 billion in Forstinger was operating 108 branches in Austria with revenues can expect feeder business to increase that over 100 affiliated independent repair shops. With a figure by some 5% in the wake of consolidation. workforce of more than 800 people, the parts supplier Nevertheless, striving for unlimited expansion of the earned revenues of EUR 111 million in 2016/2017. feeder business is not necessarily the silver bullet to improving profitability, given that the pressure in this Active consolidation: B2B segment is high and the margins can be low. That taking the consolidation process being so, it‘s advisable to aim for a balance between as an opportunity feeder business and end customer business. Also, the growing consolidation in the automotive aftermarket There is a proverb that goes, “When the winds of change will encroach upon the feeder business long term: As blow, some people build walls and others build the number of smaller parts distributors continues to windmills.” Those of the latter disposition exploit the fall, the customer base in the feeder business will consolidation process to reinforce their own position in eventually erode. 16
To drive or be driven However, economies of scale are certainly not the only reason behind mergers and acquisitions in the “Acquiring smaller automotive aftermarket. Players involved in the big deals in this industry have a range of strategic motives companies is a way for they are pursuing, and these affect various links in the value chain. They include: expanding their global the big players to get procurement network, diversifying their product portfolio and gaining immediate access to more more density into their customers. On top of this, the chance that automotive suppliers local network and would have to gain direct access to the control point in the market via a takeover plays an important role for efficiently drive their them. The goal of achieving blanket coverage in terms of presence across Europe‘s sales markets is a key aspect to regional growth.” many deals. This is often the motivation behind deals where big Julian-Kaya Bagbasi, Vice President of HSH Nordbank companies come in and swallow up small and mid-size parts distributors. Such acquisitions are a way for the big players to get more density into their local network and efficiently drive their regional growth. In doing so they inject customer proximity into their business and equip themselves with the prerequisites for realizing a high service level. The example of Alliance Automotive Group (AAG) illustrates this approach. The company is driving its expansion primarily in the UK, France and Germany. AAG has set its sights on acquiring regionally strong players. Its takeover of parts distributor Coler in 2015 was followed in the summer of 2016 by the acquisition of Freiburg-based Busch GmbH (annual revenues of EUR 20 million). Shortly thereafter, AAG went out shopping once again, this time in the north of Germany, bringing Büge Group (annual revenues of EUR 18 million) under the corporate umbrella in the autumn of 2016. AAG‘s latest acquisition is Essen-based Hennig Fahrzeugteile GmbH, as announced in a press release in June 2018. Hennig Fahrzeugteile operates a total of 31 branches and supplies over 9,000 customers, predominantly among the trade and independent repair shops. The deal is currently awaiting anti-trust approval. German players, too, are keen to reinforce their market 17
D Strategic options for small, mid-size and large auto parts suppliers Change as an opportunity: Active players of all sizes can find various ways of successfully riding the consolidation wave in the automotive aftermarket. Small suppliers Mid-size suppliers Large suppliers “Size is everything” – Consolidated national and international M&As “Mixed strategy” “Innovative adaptation of business model” MARKET STRUCTURE “Growth to survive” “Service champion” Fragmented “Controlled growth” “Online” “Local champion” Pure-play parts distribution BUSINESS Extended parts distribution (services, production) MODEL Source: Roland Berger, HSH Nordbank
To drive or be driven position through acquisitions. Cologne‘s Hess Group, really take a critical look at any ambitions of national or for example, acquired Minden-based parts distributor even international expansion for their business. Firms Schwenker (which continues to operate under its own playing in the higher leagues can take advantage of name) with effect January 1, 2017. The acquisition of totally different economies of scale in warehousing and Schwenker, a nationally and internationally operating in logistics, with the result that smaller suppliers will spare parts distributor, represents a major expansion of always be inferior to them. A strategy of forwards or the market for Hess Group, whose business had downstream verticalization can make sense for the previously been focused on the two German states of smaller players: bringing in services to expand their North Rhine-Westphalia and Rhineland Palatinate. Its portfolio serves to strengthen customer loyalty and presence in Rhineland Palatinate and in Saarland was helps build a profile as a local champion. And vertical further strengthened by the acquisition of another integration is a way of diversifying risk and boosting distributor, Autoteile Jakobs GmbH & Co. KG. enterprise value. Making the business look more attractive in this way can be helpful for a smaller On track for success through consolidation: company if they do eventually decide in favor of merging strategies and scenarios for parts distributors with a larger player. Controlled growth is also an option, of course, and is a We analyzed the strategic options for parts and way for smaller parts distributors to evolve into mid-size accessories distributors in the European automotive players. It is essential, however, to take a realistic view of aftermarket. It should be noted that Europe is not a the company‘s capabilities. The same goes for expanding homogeneous whole – the individual regions and the online business. Rather than trying to pull off this countries differ quite substantially. Consequently, there major feat alone, cooperating with online platforms is a is no single blueprint with all the right advice to suit possibility. Suitable platforms would be those that every European player. However, there are certainly a function as a pure-play marketplace, like Tyre24. few recommendations and things to think about for all Cooperation can enable a smaller parts distributor to market participants. Given that the underlying benefit from the platform‘s existing awareness factor, IT circumstances and possible actions depend mainly on infrastructure and know-how – without having to invest the size of the company, we grouped them into three enormous amounts of money and manpower in the different categories: The “small parts distributors” are undertaking. those with annual revenues of up to EUR 100 million; “mid-size parts distributors” have annual revenues of Mid-size parts distributors: EUR 100–400 million, and “large parts distributors” are annual revenues of EUR 100–400 million companies with annual revenues in excess of EUR 400 million → D. “Never get stuck in the middle,” or so the management literature tells us. This recommendation is something Small parts distributors: that mid-size parts distributors would do well keep in annual revenues below EUR 100 million the back of their minds. On the one hand, they are too big to pursue a niche strategy, and on the other hand Companies in this category have every chance to assume they cannot realize economies of scale to the same the role of local champion. There is plenty of scope for extent or build up the kind of market presence that the a regional niche strategy. However, parts distributors big players can. So what are ways out of this below about EUR 100 million in annual revenues should uncomfortable “in-between” position? 19
E Consolidation process in the European automotive aftermarket in selected countries The top three companies still have a relatively small market share in most countries. Cumulative market share of top 3 players in percent Four stages of consolidation OPENING ACCUMULATION FOCUSING BALANCE 100 90 Industry consolidation 80 curve Sweden 70 60 Denmark 50 40 UK 30 Czech Republic Germany Poland 20 France Italy 10 Spain 0 Consolidation process (over about 25 years) Source: Roland Berger, Harvard Business Review
To drive or be driven One option is to pursue a strategy of inorganic growth Southeastern or Southern Europe, where consolidation based on joint ventures or acquisitions. About half of is not as far advanced as in most of the Eastern European Europe‘s markets have one or two regional market markets. Poland still holds out good prospects as a major leaders who could make interesting acquisition market of the future with a car parc encompassing more candidates. If and when an acquisition is pulled off, than 21 million passenger vehicles. And Poland can also integration and logistics are the two top-priority areas serve as a springboard into Southeastern Europe. But where action needs to be taken. Tasks include inte anyone wishing to venture into the Polish market should grating the new business locations into the existing ERP not leave it too much longer. and CRM systems. In terms of logistics management, Expanding business operations into the UK or the integration of the acquired company needs to go Scandinavia does not hold the promise of success – new hand in hand with efforts to optimize processes from players have quite simply missed the boat in these the very start. markets, both online and offline. The most promising competitive strategy for mid-size The consolidation curve in Figure E illustrates how far spare parts distributors is a variant of quality leadership: advanced the process of consolidation is in the individual these players should aim to position themselves as European countries. The automotive aftermarket‘s champions of customer service. Success in this role will consolidation is depicted over a period of about 25 years, enable mid-size companies to stand out from the big passing through four phases: opening, accumulation, players who beat them on product variety and price focusing and balance. The dots on the consolidation leadership. Bearing in mind that one-third of the German curve indicate the cumulative share occupied by the market is controlled by WM and Stahlgruber, some three largest companies in each market. Most European means of differentiation is urgently needed. The option states are currently in the accumulation phase. Only in of being a service champion boosts the chances of sur the UK, Denmark and Sweden has IAM consolidation vival for mid-size players and offers them development already reached the third phase (focusing) → E. perspectives even in the face of consolidation. It‘s all about speed: delivery lead times Large parts distributors: as a means of differentiation annual revenues above 400 EUR million As critical success factors, the big spare parts distributors Size is relative – next to North American behemoth LKQ, need to have a more extensive product range and a fast the big players in the European automotive aftermarket delivery service. Extremely short lead times are a means do look rather petite. The challenges for the giants of the of differentiating a business from the competition, in European industry are many and varied. For one thing, that today‘s customers more often than not expect the they need to withstand the pressure from US and parts they order to be in stock in next to no time. It can Canadian rivals, who are vehemently trying to increase therefore pay off for the big players to be a role model their influence over the market on the “old continent”. when it comes to delivery speed. This competition is being fought out not least through Offering an online business is a big part of what economies of scale in procurement and in logistics, as companies need to do to make innovative adaptations to well as through the online business. Whoever wants to their business model. Being able to order parts over the play in this league long term will need to have an internet is no longer anything special – customers interregional or international expansion strategy in simply expect it. A digital ordering system is therefore place. The countries of most interest are those in not an optional extra for parts distributors – it‘s a must. 21
When it comes to strengthening their online presence, win new customers through a further revenue channel. it can make sense for the big players in particular to Fundamentally, there are several possible approaches cooperate with intermediaries like insurance companies for expanding an online business, including cooperation, or online platforms: The intermediaries, for their part, partnership and participation. There are even parts gain power and influence in the market by steering in distributors who go it alone with their web shop the majority of repair jobs and handling the bulk of concepts. But the revenues from virtual stores have not service management. Cooperating with intermediaries yet climbed to astronomical levels. In Germany, Austria also presents parts distributors with the chance to and Switzerland the share of parts bought online as a Post merger integration Structure and organization > Company structure: What should the hierarchical structure look like after an acquisition? Where will roles and responsibilities be allocated within the newly formed Businesses often have stratospheric expectations of organization? mergers and acquisitions. But they are frequently brought > Company processes: How can the work processes be down to earth with a bump. When two organizations designed so that economies of scale can be realized through need to grow together after the deal is closed, all does the integration of the acquired company? How can not tend to go smoothly. A Roland Berger poll found that duplications be avoided or eliminated as soon as possible? two-thirds of all M&As end in frustration when the > Key Players: Which of the employees can lend decisive anticipated economies of scale fail to materialize. Such impetus to the PMI and the company‘s further evolution? disappointment could be avoided if those in charge How can these people be brought into the PMI manage- approached the post merger integration (PMI) with the ment process? How can these key players be retained necessary care and attention. PMI management needs within the company through long-term loyalty measures? to be both well conceived and well organized. Where > Brand strategy: Should the new organization resulting from M&A activity involves taking over insolvent industry the acquisition come under the master brand? Might it players or making strategic investments, the challenges make sense to retain brands that are regionally strong? for all involved are manifold. Going into them all in > Staff training: What staff qualification measures can detail is beyond the scope of this publication. But the support the PMI (such as information about products, points below present a brief outline of the most im- service-level agreements, etc.)? portant dimensions of the complex subject that is PMI > Compensation: How can salary structures be aligned? management. What union wage agreements apply? What bonus payments were normal for sales staff and employees of other departments? 22
To drive or be driven proportion of all IAM trading stands at about 10–12%. is to pursue backwards verticalization. Manufacturing And then we have the fact that Amazon, eBay and other private label parts and accessories offers an effective internet companies are strong players in the online lever to increase margins. But integrating the upstream trading of spare parts. Auto parts and accessories steps in the value chain also holds the risk of building distributors seeking to enter the online business up overly rigid fixed costs. Companies should therefore independently now will have to anticipate difficult make sure that their backwards verticalization does not conditions in this market segment. Another strategic prevent them from being able to respond to any changes option to improve a company‘s competitive positioning that may occur in the market. > E-commerce strategy: Are there one or many online shops Finance & management accounting being operated autonomously? Which platforms was the > Combined planning: How will the acquired company acquired company present on? What about search engine be integrated into the management accounting system, optimization (SEO) for the website? both on a single-company level and on a group level? > Finance structure/cash management: How will you Logistics make sure that customers are informed about the change > Combined planning: How will the acquired company be of bank account for payments? integrated into the management accounting system, both on a single-company level and on a group level? > Finance Distribution structure/cash management: How will you make sure > Client relationship management system: How will you that customers are informed about the change of bank ensure that the alignment of the CRM systems happens account for payments? in a timely manner? > Logistics/warehousing policy: Does it make sense to > Marketing costs: Are there economies of scale to be had create a centralized warehouse? Or does the existing central within the regional brand presence? Which brands should warehouse have sufficient capacity to also cater to the be positioned in which markets? acquired company? Is decentralized or centralized logistics > Discounts: What is the acquired company‘s discount more advantageous when lead time is a key success factor? policy? How can the different discount systems be aligned Does it make sense to invest in an automated warehouse? quickly within the new organization? > Purchasing/procurement networks: Which procurement network is the acquired company in? What are the con- tract terms and notice periods? What are the premium pay- ments? If you intend to change to a new purchasing network, how can you bridge the interim period, especially in relation to financing and purchasing? 23
A LOOK INTO 5 THE BUYER UNIVERSE M&A activity in the automotive aftermarket is picking up momentum. The buyer universe is dominated by strategic investors and private equity firms.
A look into the buyer universe Two different buyer groups are at large on the M&A scene: financial investors and strategic investors. The “A look at M&A best-known type of financial investors are private equity firms. A strategic investor is often a rival company: transactions in the Acquisitions are generally made in order strengthen a company‘s market position through vertical or European auto- horizontal integration. Buying another company is often the medium of choice to gain access to new markets or motive aftermarket expand into new business segments. A look at the M&A transactions in the European since 2005 reveals a automotive aftermarket since 2005 reveals a clear majority of strategic investors on the buyer side. This clear majority of type of investor made 52 of the 65 deals in total. But this high proportion should not mask another remarkable strategic investors trend visible in the market: The involvement of private equity firms in acquisitions and participations has been on the buyer side.” going up since 2012. These financial investors have discovered the automotive aftermarket as a home for Julius Fabian Roberg, Managing Director their investments. The active private equity firms that of Alliance Automotive Service GmbH have invested in auto parts distributors include Bain Capital (Autodis Group), Blackstone (Alliance Automotive Group), Apax Partners (Rhiag) and Hg Pooled Management Limited (The Parts Alliance). There are two types of engagement that these financial investors enter into: Either PE funds acquire shares or whole companies and thus act as buyers and (co-) owners, or private equity firms put up a strategic investor to provide the capital required for the deal – as was the case in six deals → F. 25
F Players in the buyer universe Auto parts distributors are now firmly on the radar of private equity firms. Number of deals 52 7 6 Financial investor Strategic investor Financial/strategic investor G Valuation levels in Europa1 Relatively cheap: Acquisition multiples are still comparatively low. Maximum Median Minimum Revenue2 1.4x 0.8x 0.2x EBITDA 17.4x 9.8x 3.4x 1 Excluding SFS Agricultural acquisition 2 Including 12 deals Source: Roland Berger, HSH Nordbank
A look into the buyer universe Attractive valuations: parts distributors competitiveness of the companies they acquire by are comparatively cheap optimizing processes and increasing revenues and profitability. By doing so they make the company more The fact that investments in the automotive aftermarket attractive for selling on, enabling the financial investor have been showing up as ever brighter blips on the radar to exit with the highest possible level of profit. This screens of private equity firms in recent years is partly being their business model, we can expect to see further down to the relatively favorable conditions for buying deals occur. into the industry. The market for participations or The involvement of financial investors will keep the acquisitions of companies in the automotive aftermarket level of momentum within the consolidation process has not been as overheated as in other sectors. One of high and take it to a new dimension: Private equity the indicators that show us this are the multiples used investments combined with the general profession as a guide for identifying the enterprise value in a deal. alization of auto parts distribution are expected to result The size of the multiples varies by industry. For example, in the newly created, consolidated parts distributors an EBITDA multiple of 16.3 (median) is common in the moving into additional areas of the value chain. We will European MedTech industry, whereas a normal revenue see them occupying new links in the value chain, both multiple for the pharmaceutical industry is 6.6 (median). through upstream integration, such as by manufacturing Comparing these figures against the overview in Figure their own parts, and through downstream integration, G proves that multiples in the automotive aftermarket by extending their portfolio of services and repair shop are still relatively low – a scenario which tends to make activities. investment an attractive option for private equity firms → G. Some private equity firms sold off their investments in 2017. It was a good time to play the exit card. For one thing, auto parts and accessories distributors were on impressive form with their strong growth and improved profitability. And for another, on the buyer side there were parts distributors, mainly from the US and Canada, just waiting for the chance to increase their international reach, drive their expansion in Europe and realize economies of scale through acquisitions. Financial investors are bedding in: further deals foreseeable This is not the least of the developments that has provided fresh incentives for private equity firms to bring further participations in the automotive aftermarket into their portfolio. It is a trend that gives us reason to expect further professionalization of the IAM, and auto parts distribution in particular. Private equity firms are normally keen to improve the 27
ON THE 6 ROAD TO SUCCESS Companies that want to emerge from the consolidation process stronger must not allow themselves to freeze like rabbits in the headlights. They need to take the future of their business in their own hands. We have put together a number of recommendations.
On the road to success 1. Analyze your options 3. Think digital Taking the consolidation process the industry is going In the overhauled competitive landscape, having a clear through and using it to strengthen your own market online and digitalization strategy is crucial to success. position is an enormous challenge for players large and There are different ways of expanding your online small. And it takes a clear vision to overcome the business: installing a purely internal ordering system, challenge. Management must develop an awareness of cooperating with a marketplace, building your own which course the company should chart to successfully external platform or buying into a platform. That said, ride the consolidation wave. Several options are possible; the latter option will be a difficult one, as the process of their pros and cons must be analyzed and debated consolidation is already underway in online parts individually. Questions to be answered include: Do we trading, too. want to enter into exclusive partnerships or take a stake in a company? Do we want to buy a rival firm? Do we 4. Adapt your structures think it makes sense to go for downstream/upstream integration in the value chain? Companies will only be able to successfully navigate through the automotive aftermarket, strongly marked 2. Secure your market position by competitive pressure and consolidation tendencies, if their structures and processes are able to be quickly A well founded decision to pursue a certain strategy and flexibly adapted to the changes taking place. throughout the European IAM‘s consolidation phase Establishing in-house competencies is an absolute can only be made on the basis of accurate market must, especially in PMI management. Building an observations. Companies also need to adopt a clear line efficient infrastructure, particularly in IT and logistics, toward intermediaries or online platforms. So how plays a key role. Logistics is an especially crucial area. So should you shape your relationships with these new it‘s important to carefully weigh up whether centralized players in the automotive aftermarket? There are or decentralized solutions make more sense. Getting it partnerships, acquisitions or minority shareholdings to wrong here will extract a heavy toll on any business, in choose from, depending on what level of influence you that mistakes directly affect the quality of deliveries the want to exert. Securing a successful market position company can make and thus the level of customer long term normally necessitates a certain critical scale. satisfaction the business is able to achieve. Once that is achieved, economies of scale can be realized and the core business‘s profitability enhanced. 29
Credits WE WELCOME YOUR QUESTIONS, COMMENTS AND SUGGESTIONS ROLAND BERGER HSH NORDBANK ALEXANDER BRENNER JULIAN-KAYA BAGBASI, MBA Partner Vice President +49 160 744-4318 +49 211 82858 340 alexander.brenner@rolandberger.com julian-kaya.bagbasi@hsh-nordbank.com PATRICK HEINEMANN JENS THIELE Partner Head of Trade and Commodity Finance +49 160 744-7321 +49 40 3333 12611 patrick.heinemann@rolandberger.com jens.thiele@hsh-nordbank.com ROBERT EIRICH DR. MEIKE AHRENDS Senior Consultant Associate +49 160 744-8757 +49 40 3333 15726 robert.eirich@rolandberger.com meike.ahrends@hsh-nordbank.com This publication has been prepared for general guidance only. The reader should not act according to any information provided in this publication without receiving specific professional advice. Roland Berger GmbH shall not be liable for any damages resulting from any use of the information contained in the publication © 2018 ROLAND BERGER GMBH. ALL RIGHTS RESERVED. 30
The winds of change are blowing through the automotive industry. Four megatrends – Mobility, Autonomous driving, Digitalization and Electrification – dubbed MADE by Roland Berger will trigger major disruption in the industry in the next 10 to 15 years. This transition toward a new end game will also, with a certain delay, hit the automotive aftermarket. MOBILITY Car sharing and other shared mobility concepts make it likely that the total car parc will shrink long term. But each individual vehicle will be put to more intensive use and the level of spending per passenger car will rise – with a positive effect on the automotive aftermarket. AUTONOMOUS DRIVING The rise of autonomous driving is anticipated to reduce the number of accidents on the roads. Even though the cost of each repair is expected to be higher, the net effect on the aftermarket of the future will likely be negative. DIGITALIZATION Connectivity and other data-driven solutions will exert a positive influence on the automotive aftermarket. That said, the chief beneficiaries of this development will be the original equipment manufacturers (OEMs). Independent aftermarket players can grasp the opportunities that digitalization brings by offering proprietary solutions such as OBD dongles. ELECTRIFICATION The electrification megatrend will have ambivalent consequences for the automotive aftermarket. As the number of electric vehicles increases, the demand for maintenance and servicing will fall, but battery repairs will open up new revenue channels.
Publisher ROLAND BERGER GMBH HSH NORDBANK AG Sederanger 1 Gerhart-Hauptmann-Platz 50 80538 Munich 20095 Hamburg Germany Germany +49 89 9230-0
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